LICENSE AGREEMENT Subject to the licenses expressly granted below, you obtain no rights, title or other interests in or to the enclosed software or related documentation, including any copyright, patent, trade secret, trademark or other proprietary rights therein. All copies of the enclosed software, in whole, or in part remain the intellectual property of ThunderBYTE B.V. THIS LICENSE AGREEMENT (the "Agreement") is hereby entered into between ESaSS B.V., P.O. Box 1380, 6501 BJ Nijmegen, The Netherlands, and TCT ThunderBYTE Corporation, 49 Main Street, Suite 300, Massena, NY 13662 (the "Licensor") and the party executing this Agreement ("You") on the following terms and conditions: 1. Licensed Program. This is a license agreement between You and Licensor with respect to ThunderBYTE Anti-Virus utilities ("TBAV"), the accompanying Documentation and any fixes, releases, upgrades, new versions or enhancements that may subsequently be issued to You (the "Licensed Program"). 2. Certain Preliminary Uses. The Licensed Program is distributed to You on self-installing media described in the Documentation. Your receipt of any dual media, such as 3.5 and 5.25 inch diskettes and/or CD-ROM, does not enlarge Your license rights or permit You to make an extra copy available to an unlicensed third party. You will need to install the Licensed Program on properly configured and compatible computer equipment according to the Documentation. You will also need to ensure that all required data is in proper format and no other software or equipment having an adverse impact on the Licensed Program are present. It is understood that NO virus detection and elimination software will identify and eliminate every possible virus which may infect Your computer and/or software. When installing this program You should ensure You take precautions to protect valuable data and programs from infection. ESaSS B.V., and TCT ThunderBYTE Corporation accepts no responsibility in case the program malfunctions or does not function at all. Your sole recourse would be for the return of the license fee that was paid for using this software. 3. Licensed Operating Environment. (a) Operating Environment. Once You sign this Agreement, have completed activities described in Section 2 ("Certain Preliminary Uses") and provided You pay the applicable License Fees described or referenced in Section 7 ("Price & Payment") when due, You will be deemed to be granted one (1) non-exclusive operations license(s) for the Licensed Program, in each case to install, store, load, execute and display (collectively, "Use") the Licensed Program on one (1) CPU of the class described in the Documentation (the "Licensed Operating Environment"). The Licensed Program is provided only in machine-readable object code form. The licensed CPU need not be registered by serial number with Licensor. 4. Permitted Uses. Your Authorized Operators may Use the Licensed Program in the Licensed Operating Environment strictly for Your internal operations and to process Your own data. 5. Reservation of Rights. (a) Rights to Licensed Program. Upon signing this Agreement and provided You pay the applicable License Fees when due, You will own the diskettes or other physical media on which the Licensed Program is recorded. You will not, however, own any of the intellectual property rights in the Licensed Program, or its documentation, whether written, electronic or otherwise, which at all times will remain the exclusive property of Licensor or other owner identified in the Documentation. Instead, You obtain a limited license to Use the Licensed Program in object code form. You agree not to disassemble, decompile or reverse engineer the Licensed Program. You also agree that any information obtained in violation of this restriction will be confidential information automatically and irrevocably deemed assigned to and owned exclusively by the owner of the Licensed Program. You will at all times use due diligence to safeguard and protect all such confidential and proprietary information pertaining to the Licensed Program. You will ensure that all marks, notices or legends pertaining to the origin, identity or ownership of the Licensed Program remain intact and clearly legible. (b) All Other Rights Reserved. Except as expressly granted to You under another provision of this Agreement, Licensor reserves to itself and prohibits You (directly or indirectly, in whole or in part) from loaning, renting, leasing, sublicensing or otherwise distributing or operating the Licensed Program to or for the benefit of any third party, and from altering, adapting, translating or preparing any derivative work of the Licensed Program. The foregoing limitation does not prohibit You from making a copy of the Licensed Program for archival purposes or as an essential step in making Permitted Uses of the Licensed Program in the Licensed Operating Environment. 6. Product Support. You may receive the following Product Support for so long as Licensor generally offers to the public Hotline Service and Updates for the Licensed Program. Such service may be revised and or withdrawn at any point at the sole discretion of the Licensor without any notice to You. (a) Hotline Service. You may obtain assistance for error correction and advice on the use and operation of the most current version of the Licensed Program You are authorized to use, through the Licensor's telephone hotline service operated during Licensor's published business hours. The Hotline Service is provided at no additional charge, other than the toll which may be incurred for the telephone call. You will need to provide sufficient information for Licensor to replicate and diagnose the reported problem. If appropriate, Licensor shall be provided reasonable access to the Licensed Program via remote dial-in contact, subject to Your approval and normal security requirements. There is absolutely no guarantee, expressed or implied, in terms of the response or length of time that You may be required to wait on-hold for a technician. (b) Updates. You may obtain copies of each revision or "Update" to the Licensed Program and associated Documentation which Licensor generally distributes to the public from time to time, at the then current prices as announced by Licensor. The Licensor's designation of an item as a new version or an enhancement rather than an Update shall be conclusive erroneous. You agree to install all Updates promptly, since the Licensor will only provide Product Support for the most recent version of the Licensed Program, incorporating all prior Updates. (c) Certain Conditions. Licensor shall not be obligated to provide Product Support if: (i) the reported error was caused by unauthorized changes in Licensed Program source code, program parameters or other user adjustable features; (ii) the error results from operator error, errors in data or software not supplied by Licensor or use that exceeds the Permitted Use or is not in accordance with the Documentation, or (iii) the error is in a prior release that was corrected through issuance of an Update that You have not yet installed, or (iv) You breach this license agreement in any way. (d) After Hours Support and On-Site Service. Licensor shall not be obligated to provide Product Support after-hours, on non-business days or on-site. You may elect to make contractual arrangements for such additional services by specific written agreement between Yourself and the Licensor at rates and conditions which have been agreed to in writing by both parties. 7. Price & Payment. (a) Price. You agree to pay Licensor a License Fee in the amount stated on Licensor's invoice. The License Fee is determined according to the method stated on the invoice. If the License Fee is based on usage, then You will maintain any necessary usage records for calculating fees according to the Documentation. Any applicable Product Support Fees are referenced in Section 6 ("Product Support"). (b) Payment. Unless otherwise stated on Licensor's invoice, all applicable fees and shipping charges are payable by You promptly upon delivery. You will pay all sales, use, value-added, personal property or other governmental tax or levy associated with this transaction (including interest and penalties imposed thereon) other than taxes based on the net income or profits of Licensor. If You fail to pay any amount when due, Your license to Use the Licensed Program will automatically terminate and You will pay all costs of enforcement, including reasonable legal fees. 8. Transfer of License. You may not assign all or any part of Your rights or obligations under this Agreement without Licensor's prior written consent and any attempt to the contrary will be void and a material breach of this Agreement. Licensor may withhold such consent in its sole discretion. Licensor may not impose transfer fees as a condition of any permitted transfer. A transfer of this Agreement will terminate any right to Your continued possession or Use of the Licensed Program and You must promptly destroy all remaining copies of the Licensed Program in Your possession or under Your control. 9. Warranties. The following provisions are subject to Section 11 ("Limitation of Remedies & Liabilities"). The specified warranties will last for thirty (30) days from the date the Licensed Program is delivered to You (the "Warranty Period"). Warranties are for Your benefit alone, it being agreed they are not assignable and there are no third party beneficiaries of them. (a) Noninfringement Warranty. To the best of its knowledge and belief, Licensor warrants it has the rights needed to enter into this Agreement and that Permitted Use by You of the Licensed Program in the Licensed Operating Environment will not infringe or misappropriate any United States, or any other country of use copyright, trademark, patent, or the trade secrets of any third persons. If promptly notified of any claim to the contrary, Licensor shall (i) defend through litigation or obtain through negotiation Your right to continue using the Licensed Program; (ii) rework the Licensed Program to make it non-infringing while preserving the original functionality, or (iii) replace the Licensed Program with functionally equivalent software. (b) Software Media. Licensor warrants the magnetic media on which the Licensed Program is recorded and the Documentation to be free from defects in tangible materials and accuracy of reproduction from the master media. Licensor will replace at no charge defective original media or Documentation returned to it with proof of payment. (c) Limited Performance Warranty. Licensor warrants to You that it will make reasonable effort to ensure the Licensed Program operates substantially in accordance with the Documentation. If You notify Licensor of a defect, Licensor will attempt to correct the defect at no cost to You. Licensor does not warrant that it will be able to correct all reported defects or that Use of the Licensed Program will be uninterrupted or error free. LICENSOR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. 10. Software Locks & Undocumented Features. BE ON NOTICE THAT THE LICENSED PROGRAM CONTAINS A SOFTWARE LOCK NOT REVEALED IN THE DOCUMENTATION THAT IS DESIGNED TO PREVENT UNAUTHORIZED OR EXCESSIVE USE OF THE LICENSED PROGRAM. USAGE OF THE LICENSED PROGRAM WILL BE MONITORED AND MAY UNDER CERTAIN CIRCUMSTANCES BE TERMINATED. LICENSOR DOES NOT REPRESENT OR WARRANT THAT OPERATION OF THIS FEATURE WILL BE ERROR FREE. YOU NEVERTHELESS AGREE THAT INCORPORATION OF THIS FEATURE INTO THE LICENSED PROGRAM IS COMMERCIALLY REASONABLE, HAS BEEN REFLECTED IN THE TERMS AND CONDITIONS OF THIS AGREEMENT AS A WHOLE AND YOU ACCEPT ALL RISK ASSOCIATED WITH THIS FEATURE. 11. Limitation of Remedies & Liabilities. The following provisions are a material condition of this Agreement and reflect a fair allocation of risk: (a) Remedies. You agree that if the Licensor violates any warranty or other provision of this Agreement, and Licensor determines that repair or other corrective action is not economically or technically feasible, Your sole and exclusive remedy will be to obtain a refund of License Fees paid by You. You also agree that legal remedies alone provide inadequate protection of Licensor's intellectual property rights in the Licensed Program and that, in addition to other relief, Licensor may obtain temporary and permanent injunctions to enforce those rights. (b) Liabilities. YOU AGREE LICENSOR IS NOT LIABLE FOR ANY AMOUNT EXCEEDING THE LICENSE FEES ACTUALLY PAID TO IT. IN NO EVENT SHALL LICENSOR BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS OR PROFIT, LOST DATA OR BUSINESS INTERRUPTION EVEN IF LICENSOR IS NOTIFIED IN ADVANCE OF SUCH POSSIBILITY). THIS INCLUDES DAMAGES INCURRED BY YOU, YOUR CUSTOMERS OR ANY THIRD PARTY. THIS LIMITATION PROTECTS LICENSOR AND ANY DISTRIBUTOR OR RESELLER FROM WHOM YOU OBTAINED THE LICENSED PROGRAM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. 12. Term & Termination. (a) Generally. This Agreement shall continue in full force and effect in perpetuity, unless terminated earlier in accordance with this or another Section of this Agreement. This Agreement will terminate automatically if You breach any provision of it. You may terminate this Agreement at any time at Your election. (b) Effect of Termination. Termination of this Agreement will terminate Your right to possess or Use the Licensed Program. Upon termination for any reason, You agree to destroy the original and all copies of the Licensed Program (including Documentation) and cease all further Use of it. Termination will have no effect on Your obligation to safeguard and protect proprietary rights of Licensor under Section 5(a) ("Rights to Licensed Program"), disclaimers under Section 9 ("Warranties"), limitations under Section 11 ("Limitation of Remedies & Liabilities") or continuing assurances made under Section 14 ("Export Regulations"). 13. Disputes, Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF DELEWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 14. Export Regulations. The transfer of technology across national boundaries is regulated by the U.S. Government. You agree not to export or re-export the Licensed Program without first obtaining any required export license or governmental approval. This provision and the assurances made herein shall survive termination of this Agreement. 15. U.S. Government Restricted Rights. The Licensed Program (including Documentation) are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at 48 CFR 52.227-19,as applicable. The Contractor is ESaSS B.V., P.O. Box 1380, 6501 BJ Nijmegen,The Netherlands, and TCT ThunderBYTE Corporation, 49 Main Street, Suite 300,Massena, NY 13662. 16. Trademarks. ThunderBYTE is a registered trademark of ESaSS B.V.. All other product names mentioned are acknowledged to be the marks of their producing companies. 17. Miscellaneous. This document and any Licensor invoice or pricing information issued under Section 7 ("Price & Payment"), which are hereby incorporated by reference, constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all other communications, whether written or oral. This document and Your signature in electronic form, or a hard copy duplicate in good form,shall be considered an original document with authenticated signature admissible into evidence unless the document's authenticity is genuinely placed in question. You may issue a purchase order, but it will have no substantive effect on replacing, qualifying or in any way modifying our Agreement. This Agreement may be modified or amended only by a writing signed by an authorized representative of Licensor.It is agreed that sales representatives and distributors of the Licensed Program have no authority to alter this Agreement. Any provision found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement of it on future occasions. Headings are for reference purposes only and have no substantive effect.